Exhibit 10-41

EXECUTION
COPY

AGREEMENT
REGARDING VARIOUS MATTERS INVOLVING OR AFFECTING
RATES FOR ELECTRIC SERVICE OFFERED
BY COMMONWEALTH EDISON COMPANY

Dated as of March 3, 2003

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AGREEMENT
REGARDING VARIOUS MATTERS INVOLVING OR AFFECTING
RATES FOR ELECTRIC SERVICE OFFERED
BY COMMONWEALTH EDISON COMPANY

Table of Contents

|1.  |  | Definitions                                                |  | 2                                         
|--- |  | ---------------------------------------------------------- |  | ------------------------------------------
|2.  |  | Market Value Index                                         |  | 2                                         
|    |  | (a)                                                        |  | General Adjustments                       
|    |  | (b)                                                        |  | Capacity Adjustments                      
|    |  | (c)                                                        |  | Zone Pricing                              
|    |  | (d)                                                        |  | Procedure                                 
|    |  | (e)                                                        |  | Annual MVEC/CTC Set                       
|    |  | (f)                                                        |  | Multi-Year MVEC/CTC Set                   
|    |  | (g)                                                        |  | Triggers                                  
|    |  | (h)                                                        |  | No Negative CTCs                          
|3.  |  | Default Rates                                              |  | 13                                        
|    |  | (a)                                                        |  | Rate HEPHourly Energy Pricing            
|    |  | (b)                                                        |  | Rate MEPMonthly Energy Pricing           
|4.  |  | Delivery Service Tariff Case                               |  | 14                                        
|    |  | (a)                                                        |  | Rates through 2006                        
|    |  | (b)                                                        |  | Rates After 2006                          
|    |  | (c)                                                        |  | No Capital Disallowance                   
|    |  | (d)                                                        |  | DST Proposed Order and Related Documents  
|5.  |  | 1999 Delivery Service Case                                 |  | 16                                        
|6.  |  | Rider 25 (Space Heat)                                      |  | 17                                        
|    |  | (a)                                                        |  | CTCs                                      
|    |  | (b)                                                        |  | PowerPath Web Site                        
|7.  |  | Provider of Last Resort                                    |  | 17                                        
|    |  | (a)                                                        |  | No Challenge to ICC Interim Order         
|    |  | (b)                                                        |  | No Challenge to Rate 6L Tariff Filing     
|    |  | (c)                                                        |  | Rate HEP                                  
|    |  | (d)                                                        |  | 3 MW or Greater                           
|    |  | (e)                                                        |  | 1 MW or Greater                           
|8.  |  | Power Purchase Agreement                                   |  | 20                                        
|    |  | (a)                                                        |  | Full Requirements Power Purchase Agreement
|    |  | (b)                                                        |  | Decommissioning                           
|9.  |  | Program and Research Funding                               |  | 22                                        
|    |  | (a)                                                        |  | Program Funding                           
|    |  | (b)                                                        |  | Research Funding                          
|    |  | (c)                                                        |  | Emergency Generator Fund                  
|10. |  | Rider GCBGovernmental Consolidated Billing                |  | 24                                        
|11. |  | CTA Rate Issues                                            |  | 24                                        
|12. |  | Green Power                                                |  | 25                                        
|13. |  | Street Lighting                                            |  | 25                                        
|14. |  | Approval and Support, and Effectiveness of, this Agreement |  | 25                                        
|    |  | (a)                                                        |  | Support                                   
|    |  | (b)                                                        |  | Effectiveness                             
|    |  | (c)                                                        |  | Post-Effectiveness Support                
|15. |  | Conditional Rehearing Requests                             |  | 29                                        
|16. |  | Public Interest                                            |  | 30                                        

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|17. |  | Amendment                         |  | 30                           
|--- |  | --------------------------------- |  | -----------------------------
|18. |  | Governing Law and Forum Selection |  | 30                           
|19. |  | Agreement                         |  | 30                           
|    |  | (a)                               |  | No Admissions                
|    |  | (b)                               |  | No Precedental Value         
|    |  | (c)                               |  | Effectiveness of this Section
|20. |  | Post-Transition Procurement       |  | 32                           
|21. |  | Headings; Interpretation          |  | 32                           
|22. |  | Execution                         |  | 33                           
|23. |  | Authority                         |  | 33                           
|24. |  | Entire Agreement                  |  | 33                           
|25. |  | Successors and Assigns            |  | 34                           
|26. |  | Third Party Beneficiaries         |  | 34                           

APPENDIXDefinitions

EXHIBITS:

|Exhibit AMVI Motion                                      
|----------------------------------------------------------
|Exhibit BMVI Testimony, including proposed order language
|Exhibit C[Intentionally omitted]                         
|Exhibit DMVI Stipulation                                 
|Exhibit EHEP Motion                                      
|Exhibit FHEP Testimony                                   
|Exhibit GHEP Proposed Order                              
|Exhibit HHEP Stipulation                                 
|Exhibit IMEP Supporting Letters                          
|Exhibit JDST Motion                                      
|Exhibit KDST Hill Testimony and exhibits                 
|Exhibit LDST Alongi/Kelly Testimony and exhibit          
|Exhibit MDST Proposed Order                              
|Exhibit NDST Stipulation                                 
|Exhibit ODST Withdrawals of Testimony                    
|Exhibit PTariff Provisions, including MEP                
|Exhibit Q[Intentionally omitted]                         
|Exhibit R3MW Appeal Motion for Voluntary Dismissal       
|Exhibit SPart 285 Provisions                             

[Exhibits omitted from this filing.]

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AGREEMENT
REGARDING VARIOUS MATTERS INVOLVING OR AFFECTING
RATES FOR ELECTRIC SERVICE OFFERED
BY COMMONWEALTH EDISON COMPANY

THIS AGREEMENT REGARDING VARIOUS MATTERS INVOLVING OR AFFECTING RATES FOR ELECTRIC SERVICE OFFERED BY COMMONWEALTH EDISON COMPANY (this
"Agreement") has been reached by the parties indicated on the signature pages below (collectively, the
"Parties").

Preliminary Statement

The Parties have discussed approaches to various matters involving or affecting rates for electric service offered by Commonwealth Edison Company
("ComEd" or "Company"). These discussions have led to the development of a framework for achieving and
implementing a result that the Parties believe to be a reasonable and equitable approach to their respective concerns and interests and that will affirmatively benefit users of electricity and the
public interest accordingly. The Parties desire (i) to memorialize that framework and the result to be achieved and (ii) to set forth a coordinated procedure for handling and
accomplishing the filings and proceedings necessary to implement that result. Various of the Parties believe that implementation of the provisions of this Agreement will promote the development of
economic competition in the supply of electricity, will promote energy efficiency and the use of renewable resources and will introduce more stability and certainty with respect to the pricing and
costs of that electricity. Thus, the Parties, intending to be legally bound and acknowledging the benefit to be derived from the mutual promises contained herein, agree as follows:

1.Definitions

In
addition to the capitalized terms defined elsewhere in this Agreement, certain capitalized terms shall have the meanings given those terms in the Appendix to this Agreement.

2.Market Value Index



The
Proposed MVI Methodology (and the HEP, MEP or other default rate methodology, if applicable) shall be adjusted as follows:



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ComEd
shall advocate before PJM and all relevant regulatory agencies that wholesale power purchase agreements with firm liquidated damages provisions shall continue to be accepted for purposes of
securing network transmission service after PJM Day 1 up to PJM Day 2.



The
following capacity adjustments will be made to the Proposed MVI Methodology, on or after PJM Day 2:



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The
Parties (other than the GCI Parties) will advocate before PJM that PJM hold a capacity auction each January and that such auction include a three-year capacity product. The GCI Parties
shall not oppose the efforts of the other Parties described in the preceding sentence. All Parties will support or not oppose ComEd's efforts to join PJM.



It
is the intent of the Parties (other than the GCI Parties) to advocate with PJM and all relevant regulatory agencies, that for load purposes, the current ComEd control area be treated
as a single load zone; and the GCI Parties shall not oppose the efforts of the other Parties described in this sentence. If adequate market data, meaning volume no less than 70% of the volumes
accounted for by the Cinergy contracts relied upon for the calculations carried out for Period A in 2003, becomes available to establish reliable, transparent forward prices for a ComEd trading hub as
defined by PJM, it is the intent of the parties to recommend further modifications to the MVI methodology to incorporate use of that market data, so long as a reasonable estimation of the basis
differential between the ComEd trading hub and the ComEd load zone is included in the methodology. The Parties recognize such a

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change to the MVI methodology requires approval by the Illinois Commerce Commission (the "ICC" or
"Commission"); and the Parties (other than the GCI Parties) agree to support such proposal before the Commission, and the GCI Parties shall not oppose
the efforts of the other Parties described in this sentence. If there is not sufficient data that reflects the forward market price for a ComEd trading hub as defined by PJM, the delivery point used
in the current methodology ("into Cinergy") will be used in the MVI methodology. In such a case, the basis differential will be modified to provide a reasonable estimation of the difference in prices
from the "into Cinergy" trading hub, and the ComEd load zone. The Parties (other than the GCI Parties) will jointly request PJM to provide such reasonable estimation of such difference in prices and
the basis differential mentioned above; and the GCI Parties shall not oppose the efforts of the other Parties described in this sentence. If PJM fails to do so, then ComEd will provide such estimation
and such basis differential. ComEd shall not have multiple load zone MVECs unless multiple load zones are imposed by PJM or a regulatory agency.



MVECs
for ComEd's Applicable Period A will be published on April 21 in 2003 and February 1 in 2004, 2005 and 2006. The MVEC/CTC set on February 1, 2006, will be a
7-month set that will apply from June 2006 through December 31, 2006. All otherwise eligible customers will have 75 days after MVECs are published to sign up for
ComEd's Applicable Period A PPO or RES service under a multi-year MVEC/CTC. The following two procedural exceptions will be permitted during the 75-day window in 2003 only in
order to ensure that customers have an adequate amount of time to evaluate their options:



ComEd
shall perform individual CTC calculations for customers with demands of 400 kW and above (except for Rider GCB customers with demands less than 3 MW). Annual and multi-year
CTC calculations for customers with demands of 400 kW and above will be available April 21, 2003.



ComEd
shall add 2.25 mils/kWh to the Proposed MVI Methodology as part of this Agreement. This change (as modified by the adjustments, if any, to be made under Section 2(f) and
2(g) below) will be made effective with the commencement of the 2003 Applicable Period A and will also be utilized in 2003 Applicable Period B and thereafter throughout the mandatory transition period
(i.e., through December 31, 2006).



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|Offer
Date 
1st
Business Day
Following |  | MVEC/CTC
Period |  | Period
MBP = Monthly Billing Period     |  | Adder                              
|--------------------------------------- |  | --------------- |  | --------------------------------------- |  | -----------------------------------
|April 21, 2003                          |  | 24-months       |  | June 2003 MBP through May 2005 MBP      |  | 0.5 mil/kWh (total of 2.75 mil/kWh)
|April 21, 2003                          |  | 43-months       |  | June 2003 MBP through December 31, 2006 |  | 1.0 mil/kWh (total of 3.25 mil/kWh)
|February 1, 2004                        |  | 31-months       |  | June 2004 MBP through December 31, 2006 |  | 0.5 mil/kWh (total of 2.75 mil/kWh)
|February 1, 2005                        |  | 19-months       |  | June 2005 MBP through December 31, 2006 |  | None (total of 2.25 mils/kWh)      

The customer must elect service under these lock-in options within 75 days of the date the applicable MVEC/CTC set is published. The lock-in
options set forth in the first two rows of the foregoing table will also be available one time to all customers subject to class-based CTCs who were receiving RES-flowed electricity on
December 31, 2002.



Customers
that elect multi-year MVECs/CTCs lock-in options must confirm that they are foregoing these rights. The GCI Parties shall not oppose the concepts set forth in this
Section 2(f)(iii).



The
Parties accept the following "triggers" for a change in adders from those set forth in Sections 2(e) and 2(f) above (it being understood that megawatt-hours of consumption of
all customers being served by RESs affiliated with ComEd shall be excluded from the calculations below which are relevant to the "triggers"). The calculations relevant to the triggers referred to
below will be released

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by ComEd as soon as practical after the first business day of January in 2004, 2005, and 2006, but not later that February 1. In addition, ComEd will submit to the ICC Staff for verification
the methodology used to determine each of the 2002 Base Consumption and 2003, 2004, and 2005 Annual Consumption figures.



|                |  | APRIL '03 |  | FEB '04               |  | FEB '05               |  | FEB '06              
|--------------- |  | --------- |  | --------------------- |  | --------------------- |  | ---------------------
|1 YR ADDER      |  | 2.25 mils |  | 2.25 mils             |  | 2.25 mils             |  | 2.25 mils            
|TRIGGER (Y/N)   |  | NO        |  | YES                   |  | YES                   |  | YES                  
|ADDER W/TRIGGER |  | N/A       |  | Down only to 1.75 mil |  | Down only to 1.75 mil |  | Down only to 1.75 mil
|2 YR ADDER      |  | 2.75 mils |  | N/A                   |  | N/A                   |  | N/A                  
|TRIGGER (Y/N)   |  | NO        |  | N/A                   |  | N/A                   |  | N/A                  
|ADDER W/TRIGGER |  | N/A       |  | N/A                   |  | N/A                   |  | N/A                  
|                |  |           |  |                       |  |                       |  |                      

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|END OF TERM ADDER |  | 3.25 mils |  | 2.75 mils      |  | 2.25 mils      |  | N/A
|----------------- |  | --------- |  | -------------- |  | -------------- |  | ---
|TRIGGER (Y/N)     |  | NO        |  | YES            |  | YES            |  | N/A
|ADDER W/TRIGGER   |  | N/A       |  | 2.253.75 mils |  | 1.753.25 mils |  | N/A

|Trigger Mechanism |                      | APRIL '03 |  | FEB '04 |                                                                                    | FEB '05 |                                                                            | FEB '06
|----------------- | -------------------- | --------- |  | ------- | ---------------------------------------------------------------------------------- | ------- | -------------------------------------------------------------------------- | -------
|April '03         |                      | NONE      |  |         |                                                                                    |         |                                                                            |        
|FEB '04           |                      |           |  |         |                                                                                    |         |                                                                            |        
|                  | NARFP  120% of base |           |  |         | AnnualandEnd of Term 31-month adders both reduced by 0.5 mil to 1.75 and 2.25 mils |         |                                                                            |        
|                  | NARFP  90% of base  |           |  |         | End of Term 31-month adder increased by 1.0 mil to 3.75 mils.                      |         |                                                                            |        
|FEB '05           |                      |           |  |         |                                                                                    |         |                                                                            |        
|                  | NARFP  128% of base |           |  |         |                                                                                    |         | AnnualandEnd of Term 19-month adders both reduced by 0.5 mil to 1.75 mils. |        
|                  | NARFP  80% of base  |           |  |         |                                                                                    |         | End of Term 19-month adder increased by 1.0 mil to 3.25 mils.              |        
|FEB '06           |                      |           |  |         |                                                                                    |         |                                                                            |        
|                  | NARFP  133% of base |           |  |         |                                                                                    |         |                                                                            |        

"NARFP"= Non-Affiliated RES Flowed Power (annual kWh consumption of non-affiliated RES customers as of the first
business day of each year including Rider ISS customers if they were receiving RES-flowed power, other than from a ComEd RES affiliate, immediately prior to being placed on Rider ISS).

"base"= annual Kwh consumption of all NARFP customers as of January 2, 2003.



Nothing
in this Agreement is intended to alter or waive the provision of 220 ILCS 5/16-102 providing that "the transition charge shall never be less than
zero".

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3.Default Rates



Rate
HEP (as modified by proposed amendments that have been refiled on or about November 25, 2002, for consideration in ICC Docket No. 02-0479, pursuant to the
Interim Order, as modified to adopt an rate design modeled after Rate IPP, and as further modified to account for other changes to be effected pursuant this Agreement, as reflected in the Exhibits to
this Agreement) will remain available to those customers with a demand for electricity of three megawatts or more (and other eligible customers) at least through December 31, 2006.



A
monthly energy pricing service will be available to those customers who, as a result of a competitive service declaration, lose their opportunity to return to Rate 6L. The rate
will be offered only through December 31, 2006. The Parties agree that the MEP tariff provisions attached as part of Exhibit P (Tariff Provisions, including MEP) accurately reflect the
agreement of the Parties in that regard.

4.Delivery Service Tariff Case



ComEd
may file for new delivery service tariff rates having an effective date on or after January 1, 2007.



The
Parties agree that no capital disallowance, based on prudence or otherwise, should be made or entered in connection with the proceedings pending in ICC Docket
No. 01-0664 relating to the audit of ComEd's test year expenditures or in ICC Docket No. 01-0423 relating to delivery service rates, other than as indicated on
Appendix A to Exhibit M (DST Proposed Order) and that the plant to be reflected in the ComEd's delivery services rates, as indicated on said Appendix A, shall be considered
prudent, just and reasonable, and used and useful in future rate proceedings.

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The
Parties (other than the GCI Parties) acknowledge that (i) the GCI Parties are reviewing the documents contemplated by this Agreement to be filed in the DST proceeding
currently pending in ICC Docket No. 01-0423, consisting of the documents attached to this Agreement as Exhibits J through N (inclusive) and (ii) the GCI Parties may have
changes to those documents before they are filed as contemplated by this Agreement. As long as those changes do not change the principles set forth in this Section 4 and are acceptable to
ComEd, the Parties authorize ComEd to attach amended forms of those documents, reflecting those changes, in place of the current Exhibits to this Agreement and further authorize ComEd to file such
amended documents in ICC Docket No. 01-0423.

5.1999 Delivery Service Case

ComEd
has filed an appeal of the order entered by the ICC in Ill. C.C. Dkt. 99-0117 that is currently pending in the Illinois Appellate Court as case no. 02020349 (the
"Pending Appeal"). As part of the coordinated approach to the various matters addressed in this Agreement, the Parties have agreed that ComEd may fully
present its appeal, without prejudice, if this Agreement does not become effective as provided in Section 14. If all of the ICC orders required to be entered as a condition of the effectiveness
of this Agreement are entered on or before March 21, 2003, then not later than three days after those orders are no longer subject to rehearing, ComEd shall file a motion voluntarily
dismissing its appeal in the Pending Appeal.

6.Rider 25 (Space Heat)



The
Parties agree that the billing effects of Rider 25 have been and will continue to be incorporated into the determination of CTCs, including individual CTCs for those customers
to whom individual CTCs apply, for customers whose bundled service was taken under Rider 25. This will also apply to all customers that are affected by the lowering of individual CTCs to the
proposed level of 400 kW.



On
or before April 21, 2003, ComEd shall, on the PowerPath web site:



7.Provider of Last Resort

A
transition to competition in the sale of electricity in the State of Illinois should be reasonably balanced with customer concerns for reliability and price stability. The following
provisions are a balanced approach to those concerns:



The
Parties shall not appeal or otherwise challenge the ICC's Interim Order dated November 14, 2002, entered in ICC Docket No. 02-0479
("Interim Order") or any final order in that docket containing findings consistent with the Interim Order. Those Parties that have already appealed the
Interim Order shall follow the procedures listed in Section 5, above, to effect a dismissal of those appeals ("Pending POLR Appeal") as if the
term "Pending Appeal" used in that Section referred to those appeals.

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The
Parties shall not oppose or otherwise challenge ComEd's tariff filing of November 25, 2002, which made changes to ComEd's Rate 6L tariff provisions to implement the Interim
Order.



ComEd's
proposed amendments to its Rate HEP (as refiled on November 25, 2002, for consideration in ICC Docket No. 02-0479 pursuant to the Interim Order, as
modified to adopt a rate design modeled after Rate IPP, and as further modified to account for other changes to be effected pursuant this Agreement) are reflected in the Exhibits to this Agreement.
The Parties shall withdraw any challenges to those amendments and shall not propose other challenges or changes that would go into effect prior to December 31, 2006.



The
ICC opened a proceeding, ICC Docket No. 03-0056, "to monitor the ongoing development of the marketplace for customers 3MW and greater." Except as noted below in
this subsection, the Parties agree, and shall support in the workshop, the concepts that:



The
foregoing shall apply to the GCI Parties except that, in the case of the last bulleted concept, it is understood that the GCI Parties shall only be obligated not to oppose that concept. Any Party
may petition to open a specific investigation if it can demonstrate that significant detrimental changes have taken place affecting customer choice in the marketplace for customers with a demand for
electricity of three megawatts or more.



The
Parties shall not oppose a petition to declare competitive the provision of Rate 6L service to customers with a demand for electricity of one megawatt or more that will be
filed by ComEd in June 2004 or thereafter,providedthat the evidence of market conditions referred to in section 16-113(a) of
the Public Utilities Act relative to these customers is equivalent to or better than the evidence of those market conditions that existed for customers with a demand for electricity of three megawatts
or more that was presented to the Commission in Docket No. 02-0479. This Agreement does not reflect any Party's position regarding the burden of proof necessary to declare a
tariffed service competitive pursuant to Section 16-113(a) of the Public Utilities Act.

Customers
who are taking service under Rider GCBGovernmental Consolidated Billing shall be exempt from any such one megawatt competitive declaration. ComEd shall give
notice so that Rider GCB-eligible customers will have time to get onto that Rider prior to the competitive declaration and, thus, get the advantage of the exemption.

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8.Power Purchase Agreement



ComEd
will enter into a power purchase agreement (the "ExGen PPA") with Exelon Generation Company, LLC
("Exelon Generation") for the period from PJM Day 2 through December 31, 2006, whereunder Exelon Generation will supply ComEd's full
requirements for power for such period. The Parties have reviewed the final version of the ExGen PPA, which will be executedifthis Agreement
becomes effective, and shall not challenge at any time ComEd's entry into, or the terms and conditions of, the ExGen PPA before any regulatory agency or court with jurisdiction.2

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Notwithstanding
the foregoing, if in any proceeding(s) before any regulatory agency or court of competent jurisdiction addressing ComEd's entry into, or the terms and conditions of the
ExGen PPA, a party (including the Staff of the ICC) raises issues other than ComEd's entry into, or the terms and conditions of the ExGen PPA, including, but not limited to, issues relating to the
post-December 31, 2006 power purchasing practices of ComEd or any other Illinois utility ("Non-PPA Issues"), the Parties
may participate fully in such proceeding(s) to address those Non-PPA Issues.



The
Parties (other than the GCI Parties) agree that the ExGen PPA does not provide implicit or explicit recovery of nuclear decommissioning costs. Therefore, the Parties (other than the
GCI Parties) agree that nuclear decommissioning costs shall continue to be recovered by ComEd from retail customers through Rider 31 for the years 2005 and 2006 in an amount of
$73 million per year (as trued up and reconciled pursuant to Rider 31), subject to the terms of the Commission's December 20, 2000, Order in ICC Docket
No. 00-0361 (providing, in Section 11C of that Order, that ComEd's recovery of decommissioning costs in 2005 and 2006 will be linked to the amount of energy ComEd purchases
from Exelon Generation's nuclear plants previously owned by ComEd). The GCI Parties shall not oppose the concepts stated in this subsection.

9.Program and Research Funding



ComEd
shall provide the indicated funding for each of the following programs. Such funding shall be made in four equal installments with the first installment due within ten days of the
effectiveness of this Agreement (as provided in Section 14) and each of the three subsequent installment due on or before the 20th of January in each succeeding year.



ComEd
shall provide the indicated funding for the following research programs. Such funding shall be paid within ten days of the effectiveness of this Agreement (as provided in
Section 14).

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ComEd
shall provide $11 million for a reimbursement fund for BOMA Chicago and its member buildings as of December 31, 2002, for the expenses of BOMA/Chicago and the
expenses incurred by its member buildings in order to comply with the emergency generator or alternative minimum requirements of the 2000 amendments to the Chicago Electrical Code, distributed on a
basis to be determined by BOMA/Chicago. Such payment shall be made in two equal installments, with the first being made on May 15, 2003 and the second being made on December 15, 2003.
BOMA/Chicago agrees to use its best efforts to encourage recipients to participate in a curtailment program.

10.Rider GCBGovernmental Consolidated Billing

There
is a dispute (among ComEd and GCI) regarding who is eligible to take service under Rider GCB. ComEd will not contest the GCI definitionthat additional entities
can be eligible for Rider GCB so long as they become parties to the pre-existing "Alliance" agreement to which the City of Chicago is currently a partyand will provide
service to additional entities, including Cook County should the County participate, under Rider GCB who sign on to the "Alliance" agreement; and the City of Chicago shall vote to include Cook
County as an "Alliance" member,providedthat the Local Government Electric Power Alliance does not extend the "Alliance" agreement to entities that
will be put on Rider GCB and that taken together would have an aggregate non-coincident peak load (load to be measured as reasonably anticipated as of the time of signing the
Alliance agreement) in excess of 75 MW; andprovided furtherthat the preceding proviso shall not prevent an extension of the "Alliance" agreement to
entities that will not be placed on Rider GCB.



ComEd
agrees the Chicago Transit Authority ("CTA") can leave its current service contract to take service under the PPO or from an ARES
and, after giving notice as required by Rider PPO, Rate RCDS, or such other rate as is applicable, come back to its current service contract. ComEd confirms that it interprets Rate RCDS to
include the non-rate provisions contained in the CTA's current service contract.



ComEd
shall create, offer and implement, in partnership with the City of Chicago, a renewable energy based program designed to meet the following percentage of in-City
residential load (using previous year's sales figures for bundled service): 20041% and 20063%. The program to be developed may include renewable resources, including, but not
limited to, landfill gas and wind. The program to be developed for in-City residential load shall not be used to argue against enactment of State legislation establishing a renewable
portfolio standard.



ComEd
will work with the City of Chicago to provide information related to ComEd's charges for street lighting so that the City may determine its charges under the tariff
vis-à-vis alternatives.

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14.Approval and Support, and Effectiveness of, this Agreement



The
Parties acknowledge that they view this Agreement as a package. The Parties shall:



Without
limiting the generality of the foregoing, the Parties concur that the tariffs, motions, testimony, affidavits and proposed orders attached to this Agreement accurately reflect the terms of
this Agreement. ComEd shall execute and/or file with the ICC those tariffs, motions, testimony, affidavits and proposed orders, and the other Parties shall execute and file the corresponding
supporting pleadings in the proceedings in which they are a party.

The
Parties (other than the GCI Parties) shall not challenge or raise claims inconsistent with this Agreement (including challenges to, or complaints about, or proposed modifications to,
the MVEC/CTC methodology or rates set according to this Agreement) in any proceeding before any court, regulatory agency, or other forum, and that they shall not directly or indirectly initiate or
support any action at the ICC or a court that would have the effect of reducing ComEd's tariffed revenues before January 1, 2007, (e.g., by
increasing the MVEC, reducing CTCs, or reducing tariffed rates);provided,however, that the Parties
will have the rights reserved in Section 4(a)(ii) regarding petitioning the ICC to open a proceeding to establish new DST rates effective January 1, 2006 (and supporting or
opposing such a petition); and,provided furtherthat, pursuant to Section 4(c) above, the plant to be reflected in ComEd's delivery services
rates, as indicated on Appendix A to Exhibit M (DST Proposed Order), shall be considered prudent, just and reasonable, and used and useful.

It
is understood that the GCI Parties have statutory obligations that require them to monitor and regulate specified conduct and activities, such as competitive practices, employment
practices, environmental practices and consumer protection.3
This Agreement shall not be construed as limiting the GCI Parties in the discharge of their obligations. In addition, the Parties may contest any filing by ComEd that would increase ComEd's tariffed
revenues in a manner not consistent with this Agreemente.g., through the use of an MVEC/CTC methodology that is not modified as
contemplated in this Agreement.

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This
Section 14 and Sections 5 (second sentence only), 15 and 19 shall be effective upon execution by all Parties. The remaining provisions of this Agreement shall become
effective ten days following, and the effectiveness of their terms is expressly conditioned upon, the receipt of all necessary orders

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(i.e., from the ICC) in final, enforceable form (not subject to rehearing and not subject to a stay or a pending motion for a stay), approving the
relevant terms of this Agreement without modification, deletion, or conditions.

In
the event that (i) the ICC has not approved all of the tariffs and adopted all of the proposed orders attached hereto or has not entered final orders, as contemplated herein,
in ICC Docket Nos. 02-0479 (HEP), 02-0671 (MVI), 01-0423 (DST Rate Case), by March 21, 2003, and (ii) the relevant Parties have not filed their
motions to dismiss the Pending Appeal and the Pending POLR Appeal within three days after the orders of the ICC referenced above are no longer subject to rehearing, then this Agreement (other than
Sections 5 (second sentence only) and 19, which shall remain effective) shall not become effective, and shall terminate and be of no further force or effect.



Except
as otherwise provided for the GCI Parties, each Party shall support and defend the terms of this Agreement in any forum in which those terms are challenged. In the event that,
subsequent to the effectiveness of this Agreement, any material provision of this Agreement, or an order approving a
material provision of this Agreement, is found invalid or unenforceable or is overturned or modified or deleted by a court or the ICC or another tribunal, then this Agreement (other than
Sections 5 (second sentence only) and 19) shall become void on a going-forward basis fifteen days after the order or decision is entered, unless amended by all the Parties in accordance
with Section 17 to ratify the continued effectiveness of this Agreement. Notwithstanding any such voidness, the GCI Parties shall not be required to refund any payments referred to in
Section 9 that they have received prior to that time except to the extent that their actions are responsible for such voidness.

15.Conditional Rehearing Requests

In
light of the conditional nature of this Agreement as described in Section 14, and to provide the flexibility needed to obtain all of the ICC orders, approvals, appellate court
withdrawals and other actions required to effect this Agreement, the Parties agree that, on the 30th day following the entry of final orders in Docket Nos. 02-0479,
01-0423, 02-0656, 02-0671, 02-0672 and 02-0834, each Party with standing in those proceedings shall file a conditional application
for rehearing in each such proceeding for which rehearing is possible. Such conditional applications shall state that, if the actions necessary to effect this Agreement as described in
Section 14 are completed and not changed, then such conditional applications shall automatically be withdrawn and have no effect. Such conditional applications shall also state that, if any
action necessary to effect this Agreement as described in Section 14 are not completed as of the 20th day following the date on which such conditional applications are filed, then
the Parties request that the ICC grant the applications, revoke the orders and approvals issued by the ICC that are the subject of this Agreement, and re-institute the subject proceedings
with the record in each proceeding as it existed prior to the entry of the orders and approvals requested by the Parties in their Motions and Stipulations in each proceeding, including withdrawn
testimony, if any.

16.Public Interest

The
Parties agree that the terms and conditions of this Agreement, in their totality, are in the public interest and that the public will affirmatively benefit and be convenienced as a
result of this Agreement.

17.Amendment

No
amendment or waiver of any provision of this Agreement, nor consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by all of the
Parties, and then such amendment or waiver shall be effective only in the specific instance and for the specific purpose for which given.

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18.Governing Law and Forum Selection

This
Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois. Any disputes among the Parties regarding the enforcement of this Agreement shall
be resolved through the commencement of appropriate action in the Circuit Court of Cook County.

19.Agreement



This
Agreement (including its exhibits) is entered to facilitate the implementation of various matters so as to avoid the time, expense and uncertainty of litigation. This Agreement and
the attached exhibits (including any drafts thereof and any correspondences, other communications or discussions related thereto) shall not constitute, and they shall not be construed or interpreted
to constitute, an admission of any kind by any Party with respect to any legal or factual issue in any of the proceedings, appeals or issues being addressed under this Agreement (or the attached
exhibits) or with respect to any other proceeding or dispute. This Agreement and the attached exhibits (including any drafts thereof and any correspondences, other communications or discussions
related thereto) shall not be offered or entered into evidence by any Party in any proceeding before the ICC or any other administrative agency or in any court, except in connection with the
proceedings related to the performance, implementation or enforcement of this Agreement. The matters memorialized in this Agreement shall be construed as an indivisible whole. No part of this
Agreement may be construed as placing a valuation on any of the individual appeals or claims that are the subject of this Agreement.



This
Agreement and the attached exhibits (including any drafts thereof and any correspondences, other communications or discussions related thereto) shall not have any precedental value
in proceedings that address ComEd's rates, tariffs or power procurement practices after the transition period that ends December 31, 2006 (with the exception of Section 4(c) above, which
provides that the plant requested in ComEd's 2001 delivery service rate case to be reflected in ComEd's delivery services rates shall be considered prudent, just and reasonable, and used and useful in
future rate proceedings). The ExGen PPA referred to in Section 8 shall not have any precedental value in proceedings that address ComEd's rates, tariffs or power procurement practices after the
transition period that ends December 31, 2006. Section 7 of this Agreement shall not have any precedental value in proceedings that address ComEd's rates, tariffs or power procurement
practices after the transition period that ends December 31, 2006.

If
the entirety of this Agreement does not become effective as contemplated by Section 14, then it and the attached exhibits (including any drafts thereof and any correspondences,
other communications or discussions related thereto) shall not have any precedental value or constitute any evidence of any Party's position or willingness to accept a particular approach or result.



This
Section 19 shall become effective upon the execution of this Agreement and shall remain effective notwithstanding any failure of the remaining provisions of this Agreement to
become effective.

20.Post-Transition Procurement

The
GCI Parties agree to participate with ComEd in an informal or formal process to study the development of post-transition electricity supply/procurement mechanisms.

21.Headings; Interpretation

Section,
Appendix and Exhibit titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or
interpretation of,

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this Agreement. This Agreement (including the Appendix and Exhibits) was negotiated by the Parties with the benefit of legal representation and any rule of construction or interpretation otherwise
requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation of this Agreement or the attached Appendix or Exhibits.

22.Execution

This
Agreement may be executed in any number of counterparts and by different Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement.

23.Authority

Each
of the undersigned individuals (other than the individual signing on behalf of the City of Chicago, who makes no such representation or warranty) represents and warrants that he or
she has the right and authority to enter into this Agreement and to bind the Party on whose behalf he or she has signed.

24.Entire Agreement

This
Agreement (including certain memoranda of understanding dated the date hereof) contains the entire and complete agreement of the Parties as to the matters set forth herein and
supersedes any and all prior agreements (including the Agreement Regarding Various Matters Involving or Affecting Rates For Electric Service Offered by Commonwealth Edison Company dated as of
February 28, 2003 among certain of the Parties) with respect to those matters.

25.Successors and Assigns

This
Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.

26.Third Party Beneficiaries

Nothing
in this Agreement, either expressed or implied, is intended or shall be interpreted to give or confer any rights or remedies upon or to any person or entity other than the
Parties.

Dated
this 3rd day of March, 2003.

|Commonwealth Edison Company |  |  |  |    
|--------------------------- |  |  |  | ---
|By:                         |  |  |  | By:
|By:                         |  |  |  | By:
|By:                         |  |  |  | By:
|By:                         |  |  |  | By:
|By:                         |  |  |  | By:
|By:                         |  |  |  | By:
|By:                         |  |  |  | By:
|By:                         |  |  |  | By:
|By:                         |  |  |  | By:
|                            |  |  |  |    

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|By: |  |  |  | By: |  | 
|--- |  |  |  | --- |  | 
|By: |  |  |  | By: |  | 
|By: |  |  |  | By: |  | 

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APPENDIX

DEFINITIONS

"GCI Parties"means the City of Chicago, Illinois and the State's Attorney of Cook County, and the Citizens Utility Board.

"Customer Transition Charge"or"CTC"shall mean generally the "transition charge" defined
in Section 16-102 of the Public Utilities Act (220 ILCS 5/16-102) and specifically the charge referred to in ComEd's tariff Rate CTCCustomer
Transition Charge and Rider CTC-MYCustomer Transition ChargesMulti-Year (Experimental).

"Market Value Index"or"MVI"shall mean generally "an exchange traded or other market
traded index, options or futures contract or contracts applicable to the market in which the utility sells, and the customers in its service area buy, electric power and energy" in the determination
of the market value for electric power and energy as described in Section 16-112(a)(i) of the Public Utilities Act (220 ILCS 5/16-112(a)(i)).

"Market Value Energy Charge(s)"or"MVEC(s)"shall mean the charges defined in the Market
Value Energy Charges section of ComEd's tariff Rider PPOPower Purchase Option (Market Index).

"PJM"shall mean PJM Interconnection, LLC, or another or successor region transmission organization responsible for the
administration of transmission in the ComEd service area.

"PJM Day 1"shall mean the date on which ComEd transfers control of its transmission assets to PJM.

"PJM Day 2"shall mean the date on which ComEd becomes integrated into the PJM market.

"Proposed MVI Methodology"shall mean the annual and multi-year MVI methodology as included in tariff revisions filed by ComEd
on October 1, 2002, which are currently under investigation in ICC in Docket No. 02-0671.

"2002 Base Consumption"shall mean 10,588 GWH. This is the total annual megawatt-hours consumption for the most recent 12 billing months
of all customers receiving RES-flowed electricity from RESs unaffiliated with ComEd as of January 2, 2003 (for purposes of the calculations in Section 2(g) only, customer
load on Rider ISS will be considered to be, and counted as, RES-flowed electricity if the customer was receiving RES-flowed electricity, other than from a ComEd RES
affiliate, immediately prior to being placed on Rider ISS).

"2003 Annual Consumption"shall mean the total annual megawatt-hours consumption for the most recent 12 billing months of all customers
receiving RES-flowed electricity from RESs unaffiliated with ComEd as of the first business day of January 2004 (for purposes of the calculations in Section 2(g) only,
customer load on Rider ISS will be considered to be, and counted as, RES-flowed electricity if the customer was receiving RES-flowed electricity, other than from a ComEd
RES affiliate, immediately prior to being placed on Rider ISS).

"2004 Annual Consumption"shall mean the total annual megawatt-hours consumption for the most recent 12 billing months of all customers
receiving RES-flowed electricity from RESs unaffiliated with ComEd as of the first business day of January 2005 (for purposes of the calculations in Section 2(g)only,
customer load on Rider ISS will be considered to be, and counted as, RES-flowed electricity if the customer was receiving RES-flowed electricity, other than from a ComEd
RES affiliate, immediately prior to being placed on Rider ISS).

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"2005 Annual Consumption"shall mean the total annual megawatt-hours consumption for the most recent 12 billing months of all customers
receiving RES-flowed electricity from RESs unaffiliated with ComEd as of the first business day of January 2006 (for purposes of the calculations in Section 2(g) only,
customer load on Rider ISS will be considered to be, and counted as, RES-flowed electricity if the customer was receiving RES-flowed electricity, other than from a ComEd
RES affiliate, immediately prior to being placed on Rider ISS).

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